Supplement - Exhibit

SUPPLEMENT submitted by Global Eagle Entertainment, Inc.

Supplement - Exhibit E (Response to Question A.20)

2016-05-20

This document pretains to SES-T/C-20160511-00440 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2016051100440_1136668

FCC Form 312 Exhibit E May 2016 Ownership Information (Response to Question A20) By this application, EMC Acquisition Holdings, LLC seeks Commission approval for the transfer of control of EMC Intermediate, LLC (“EMCI”) and its indirect FCC- licensee subsidiaries, Emerging Markets Communications, LLC (“EMC”) and MTN License Corp. (“MTN”), to Global Eagle Entertainment, Inc. (“Global Eagle”). Following completion of the proposed transaction, EMCI will become a wholly-owned subsidiary of Global Eagle. Both EMC and MTN are indirect wholly-owned subsidiaries of EMCI. Through the proposed transaction, Global Eagle intends to acquire, in exchange for cash and shares of Global Eagle common stock, all of the membership interests in EMCI held by the company’s current shareholder. The proposed post-consummation ownership structure is depicted in the Attachment hereto, “Proposed Post-Transaction Ownership Structure.” Global Eagle, a Delaware corporation, was formed in 2011 as a special purpose acquisition company. It is now a publicly-traded corporation (NASDAQ; ENT) in which a number of individuals, including officers and directors, as well as private investment funds own shares. Only one entity, PAR Investment Partners, L.P. (“PAR”) holds a ten percent (10%) or greater stake in Global Eagle. PAR, a Delaware limited partnership, is a private equity investment fund managed by PAR Capital Management, Inc. with headquarters at One International Place Suite 2401, Boston, Massachusetts 02110. It holds approximately 38% of the equity in Global Eagle and holds a seat on its board of directors. In January 2013, Global Eagle acquired Row 44, Inc., the licensee of an FCC- licensed ESAA satellite network, as well as a majority stake in Advanced Inflight Alliance AG. Since that time, Global Eagle has acquired other businesses in the inflight entertainment and travel services industries, making it a leading worldwide provider of media content, technology and connectivity solutions to airlines and other segments of the travel industry. Following completion of the proposed transaction, Global Eagle will be the ultimate parent company of both EMC and MTN, as well as Row 44.

Exhibit E Attachment May 2016 Proposed Post‐Transaction Ownership Structure PAR Investment Various Shareholders, Including Investment Partners, L.P. Funds and Individuals (All Ownership Stakes < 10%) 38% 62% (aggregate) Global Eagle Entertainment, Inc. (Transferee) EMC Intermediate LLC (U.S.) [Acquisition Target] EMC Acquisition, LLC (U.S) Emerging Markets Communications, LLC (U.S.) [FCC Licensee] Scisco Parent, Inc. (U.S.) SeaMobile, Inc. (U.S.) Maritel Holdings, Inc. (U.S.) Maritime Telecommunications Network, Inc. (U.S.) All proposed ownership stakes equal 100% except where noted. MTN License Corp. (U.S.) [FCC Licensee]


Document Created: 2016-05-20 16:45:57
Document Modified: 2016-05-20 16:45:57
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